Common use of Purchase of Notes Clause in Contracts

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any a series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) a Default or Event of Default would result from such purchase, then such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of the Notes of the such series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days30 days. If the holders of more than 50% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist, (B) the Company would be permitted by the provisions of Sections 10.1, 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness and (C) no Below Investment Grade Event has occurred and is continuing or (c) otherwise in any purchase from any holder of Notes on any terms and conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions of such purchase, the Notes held by each other holder of Notes then outstanding; provided further, any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist, (B) the Company would be permitted by the provisions of Sections 10.1, 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness and (C) no Below Investment Grade Event has occurred and is continuing. The Company will promptly cancel all Notes acquired by it it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingEssex Portfolio, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.L.P. Note Purchase Agreement

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company Borrower will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the redemption, payment or prepayment by the Borrower of the Notes of such series in accordance with the terms of this Agreement, the Common Terms Agreement and such the Notes or (b) pursuant to an offer to purchase made a call for tenders given by the Company or an Affiliate pro rata Borrower to the all holders of all the Notes by notice given in accordance with Section 18, which notice shall specify the purchase date (which shall not be earlier than fifteen (15) days after the giving of such series at notice), the time outstanding upon purchase price and the same terms and conditionsplace of payment thereof. Any such offer call for tenders in respect of clause (b) shall provide each holder that the terms and conditions for such purchase shall be the same for all Notes except to the extent that the respective purchase prices differ for different Series of the Notes as a result of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Daysdifferences in interest rates or payment or Maturity Dates. If the holders of more than 50% of the an aggregate principal amount of the Notes is tendered in respect of any series being clause (b) which is greater than that offered to be purchased, such tendered Notes shall be purchased then outstanding accept such offeron a pro rata basis in the proportion, as nearly as practicable, which the Company shall promptly notify principal amount of Notes tendered by each holder bears to the remaining holders principal amount of the Notes of such series of such fact and the expiration date for the acceptance tendered by all holders of Notes and, if applicable, in order of such series of such offer shall be extended by the number of days necessary maturity to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offerall scheduled amortizations. The Company Borrower will promptly cancel all Notes acquired by it the Borrower or any Affiliate pursuant to any paymenttender, redemption, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Series U Notes upon the same terms and conditions with respect to the Series U Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Series U Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company Neither the Parent nor the Issuer will not, and nor will not they permit any Affiliate to, of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such any series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes of such any series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the principal amount of the Notes of any the applicable series being offered to be purchased then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of the Notes of such series of Notes of such fact and the expiration date for the acceptance by holders of Notes of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it it, the Parent or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement (including any Supplement) and such the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Agree Limited Partnership Uncommitted Master Note Facility

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon The Issuer may, at any time and from time to time, purchase Notes in the payment market (which shall include purchases from or prepayment of the Notes of such series in accordance with the terms of this Agreement and such Notes through an investment dealer or a firm holding membership on a recognized stock exchange), by private purchase, by tender, by contract or otherwise, at any price. (b) pursuant If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to an offer accept, the Notes to purchase made be purchased by the Company or an Affiliate Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of exchange, if any, on which the Notes of are then listed which the series being offered for purchase with sufficient information Trustee considers appropriate, from the Notes tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose the Trustee may make, and from time to enable it to make an informed decision time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such offer Notes become subject to purchase in part only. The Holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered, and (i) in the case of Definitive Notes, the Issuer shall remain open execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for at least 15 Business Days. If the holders of more than 50% unpurchased part of the principal amount of the Notes so surrendered an (ii) in the case of any series being offered to be purchased then Global Notes, the Trustee shall make notations on the Global Notes (or in the case of uncertificated Global Notes, in accordance with the Trustee’s Internal Procedures) of the principal amount thereof so purchased. (c) If, upon an invitation for tenders, Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept such offer, tender offer and the Company shall promptly notify the remaining holders Issuer purchases all of the Notes of held by such series of such fact and Holders, the expiration date for Issuer will have the acceptance by holders of Notes of such series of such offer shall be extended by right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate purchase pursuant to any paymentsuch tender offer, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series redeem all of the Notes if that remain outstanding following such purchase at a Default redemption price equal to the price offered under the tender offer plus, to the extent not included therein, accrued and unpaid interest on the Notes that remain outstanding, to but excluding the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or Event prior to the date of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesredemption).

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except except: (a) at any time, upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such Notes or the Notes; and (b) during the period commencing on April 8, 2016 and ending on December 31, 2016, pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided that, solely with respect to Notes with denominations of $500,000 or less as of April 8, 2016, if such offer to purchase is in part, in no event shall provide such offer to the holder of any such Note be for less than $500,000 or the outstanding principal balance of such Note, if less (the “Purchase Offer”). The Company will give each holder of the Notes written notice of the series being offered for purchase with sufficient information such Purchase Offer pursuant to enable it to make an informed decision with respect to such offer this Section 8.7(b) not less than 10 Business Days and shall remain open for at least not more than 15 Business DaysDays prior to the date fixed for such purchase (the “Purchase Date”). If Each such notice shall (i) specify the holders of more than 50% of Purchase Date (which shall be a Business Day), (ii) the aggregate principal amount of the Notes of any series being offered proposed to be purchased then outstanding on such date and on what terms, (iii) the aggregate principal amount of other Senior Notes proposed to be purchased (if any) under each Other Note Agreement on or about such date and on what terms, (iv) the aggregate principal amount of indebtedness proposed to be prepaid (if any) under any Material Credit Facility on or about such date, (v) the principal amount of each Note held by such holder proposed to be purchased, and (vi) the interest which would be paid on the Purchase Date with respect to such principal amount proposed to be purchased. To accept such offerPurchase Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company shall promptly notify at least 3 Business Days prior to the remaining holders of Purchase Date. Notwithstanding anything in this Agreement to the Notes of such series of such fact contrary, any notice required to be delivered pursuant to this Section 8.7(b) may be delivered by (i) email at the email address provided by the Company and the expiration date for the acceptance by holders each holder of Notes on Annex 2 to the Third Amendment (or at such other email address as the Company or such holder of such series of such offer Notes shall be extended by the number of days necessary have specified in writing from time to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offertime), or (ii) in accordance with Section 18. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 3.2. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Section 17.2

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any tranche(s) or Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5025% of the principal amount of the such Notes of any series being offered to be purchased in such Series or tranche(s) then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche(s) of such fact and the expiration date for the acceptance by holders of such Notes of in such series Series or tranche(s) of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the Closing pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. For the avoidance of doubt, no Make-Whole Amount or Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company. Notwithstanding the forgoingforegoing and anything contained in this Section to the contrary, neither the Company nor if and so long as any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall have occurred and be continuing, any offer to purchase the Notes pursuant to the provisions of this Section 8.5 shall be allocated among all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesNotes of all Series and tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement hereto) and such the Notes or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions); provided, that if any Default or Event of Default then exists or would exist after giving effect to such purchase, such written offer to purchase pursuant to this Section 8.5 shall be made pro rata to the holders of all Notes of all Series then outstanding. Any such written offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 fifteen (15) Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the first Closing hereunder pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company will not, not and will not permit any Controlled Affiliate to(nor solicit, request or induce any other Affiliate) to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any series Series except (a) upon the payment or prepayment of each tranche of the Notes of such series Series in accordance with the terms of this Agreement and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Notes Series were issued or (b) pursuant to an offer to purchase made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5051% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.STERIS CORPORATION NOTE PURCHASE AGREEMENT

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an such Affiliate pro rata to the holders of all Notes of any such series at the time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) if a Default or Event of Default would result from such purchase, then any such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the such series of Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company No Issuer will, nor will not, and will not any Issuer permit any Subsidiary or Affiliate it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the outstanding Notes of any series except (a) upon the payment or prepayment of such Series of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase any outstanding Notes of such Series made by the Company Issuer or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions; provided that the Issuers may only make an offer to purchase an individual Series of Notes (rather than all Notes) so long as no Default or Event of Default shall have occurred and be DB1/ 131461627.9 continuing. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5015% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it any of them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. (a) The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (bii) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each conditions (an “Offer to Purchase”); provided that if any holder of the Notes declines such offer, subject to the notice and extension requirements set forth in Section 8.6(c), the Company or an Affiliate, as applicable, shall be permitted to make an offer to purchase from the other holders of the series being offered for purchase Notes that have accepted the Offer to Purchase additional Notes in excess of their respective pro rata portion. (b) In connection with any Offer to Purchase, each holder shall be provided with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. . (c) If the holders of more than 5020% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offeran Offer to Purchase, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. . (d) The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Agree Limited Partnership Note Purchase Agreement

Purchase of Notes. (a) The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (bii) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5035% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. . (b) Notwithstanding anything contained in this Section 8.5 to the forgoingcontrary, neither the Company nor if any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person have occurred and be continuing on the date of prepayment, any partial prepayment of the Notes pursuant to the provisions of Section 8.5(a) shall offer be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account respective unpaid principal amounts thereof (with appropriate modifications to reflect differences in the different maturity dates and interest rates for each series and maturities of the NotesNotes of different series).

Purchase of Notes. The Company No Obligor will, nor will not, and will not they permit any Affiliate which either of them directly or indirectly controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company Parent Guarantor, either Issuer or an Affiliate which any of them directly or indirectly controls pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any , which offer shall remain outstanding for a reasonable period of time (not to be less than 15 days); provided, that any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Daysoffer. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept any such offeroffer made pursuant to the foregoing subpart (b), the Company Issuers shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. A failure by a holder of Notes to respond to an offer to purchase made pursuant to subpart (b) of this Section 8.5 shall be deemed to constitute a rejection of such offer by such holder. The Company Issuers will promptly cancel all Notes acquired by it them or any Affiliate which any Obligor directly or indirectly controls pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (taking into account the differences in maturity and interest rate of the different Series of Notes); provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Subsidiary or Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Notes Series or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series any Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 30 Business Days. If the holders of more than 5010% of the principal amount of the Notes of any series the Series being offered to be purchased for purchase then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 30 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement (including any Supplement) and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Subsidiary or Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series either Series except (a) upon the payment or prepayment of the Notes of such series a Series in accordance with the terms of this Agreement and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of a Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at Series upon the time outstanding same terms and conditions (except that if such written offer pertains to both Series of Notes, such written offer shall be allocated among such Series in proportion, as nearly as practicable, to the respective unpaid Dollar Equivalent principal amounts thereof but such written offer may otherwise differ among such separate Series and such written offer shall be made pro rata to the holders of the same Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions, except that the Company or such Affiliate may, within 90 days of the maturity date of any Series of Notes offer to purchase such Series of Notes on a pro-rata basis to the holders of such Series of Notes at the time outstanding on the same terms and conditions with respect to such Series of Notes. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Notes (or particular Series of any series being offered to be purchased Notes in the case of an offer within 90 days of the maturity date of such Series of Notes), then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes Notes, including pursuant to Section 8.2, or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions; provided that the Company may only make an offer to purchase an individual series of the Notes (rather than all the Notes then outstanding) so long as no Default or Event of Default shall have occurred and be continuing. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the first Closing hereunder pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company will not(a) Except as otherwise provided in the Terms Schedule or Supplemental Indenture applicable to a Series of Notes and so long as no Event of Default has occurred and is continuing, and will not permit any Affiliate to, purchase, redeem, prepay the Issuer may purchase all or otherwise acquire, directly or indirectly, any of the outstanding Notes of in the open market (which shall include purchase from or through an investment dealer or stock exchange member) or by tender offer or by private contract, at any series except (a) upon price. Except where the payment or prepayment of Issuer has purchased beneficial interests in a Global Note, all Notes so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to Section 5.7(b), no Notes of such series shall be issued in accordance with the terms of this Agreement and such Notes or substitution therefor. (b) pursuant If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to an offer accept, the Notes to purchase made be purchased by the Company or an Affiliate Issuer will be selected by the Trustee on a pro rata basis, disregarding fractions, according to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of Notes or in such other manner (which may include random selection by computer) as the Trustee shall deem equitable and expedient, from the Notes of any series being offered to be purchased then outstanding accept tendered by each tendering Noteholder who tendered at such offerlowest price. For this purpose, the Company shall promptly notify Trustee may make, and from time to time amend, regulations with respect to the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no manner in which Notes may be issued in substitution so selected, and regulations so made shall be valid and binding upon all Noteholders, notwithstanding the fact that, as a result thereof, one or exchange for any more of such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer Notes become subject to purchase any series in part only. The holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such holder, one or more new Notes for the unpurchased part so surrendered, and the Trustee shall certify and deliver such new Note or Notes upon receipt of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesNote so surrendered.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Neither the Parent Guarantor nor the Company will not, and nor will not they permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 3 Business Days from its receipt of such notice to accept such offer or (c) otherwise in any purchase from any holder of Notes on any terms and conditions; provided that the Parent Guarantor, the Company or an Affiliate, as the case may be, shall be obligated to make not later than 5 Business Days after consummation of such purchase an offer to purchase, upon the same terms and conditions of such purchase, the Notes held by each other holder of Notes then outstanding; provided, further any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 3 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingEssex Portfolio, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.L.P. Note Purchase Agreement

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of a series that is subject to such series offer to purchase at the time outstanding upon the same terms and conditions. Notwithstanding the foregoing, the Company may not offer to purchase any series of Notes pursuant to this Section 8.5 if a Default or Event of Default shall exist or would result from such purchase unless the Notes of all series at the time outstanding are subject to such offer on a pro rata basis. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount then outstanding of the Notes of any a series being offered that is subject to be purchased then outstanding such offer to purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such that series of such fact and the expiration date for the acceptance by holders of Notes of such that series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Floating Rate Notes upon the same terms and conditions with respect to the Floating Rate Notes. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes of any series being offered to be purchased or the Floating Rate Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding anything contained in this Section 8.5 to the forgoingcontrary, neither the Company nor if and so long as any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms have occurred and conditions but taking into account the different maturity dates and interest rates for each series be continuing, any prepayment of the NotesNotes pursuant to the provisions of Section 8.5. shall be allocated among all of the Notes of all Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series either Series except (a) upon the payment or prepayment of the Notes of such series a Series in accordance with the terms of this Agreement and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of a Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series at Series upon the time outstanding same terms and conditions (except that if such written offer pertains to both Series of Notes, such written offer shall be allocated among such Series in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate Series and such written offer shall be made pro rata to the holders of the same Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series being the Series offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series the Series Due 2014 except (a) upon the payment or prepayment of the Notes of such series the Series Due 2014 in accordance with the terms of this Agreement Supplemental Indenture and such the Notes of the Series Due 2014 or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders Holders of all the Notes of such series the Series Due 2014 at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase Holder with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders Holders of more than 5010% of the principal amount of the Notes of any series being offered to be purchased the Series Due 2014 then outstanding accept such offer, the Company shall promptly notify the remaining holders Holders of Notes of the Notes of such series Series Due 2014 of such fact and the expiration date for the acceptance by holders Holders of Notes of such series the Series Due 2014 of such offer shall be extended by the number of days necessary to give each such remaining holder Holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of the Series Due 2014 acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes of the Series Due 2014 pursuant to any provision of this Agreement Supplemental Indenture and no Notes of the Series Due 2014 may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company Neither Obligor will, nor will not, and will not either Obligor permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (bii) pursuant to an offer to purchase made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes of such series at the time outstanding and upon the same terms and conditionsconditions provided that if a Default or an Event of Default exists at such time, such offer shall be made pro rata to all holders of Notes then outstanding. Any such offer shall provide each relevant holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the applicable series of Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it either Obligor or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.2018 Note Agreement

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon The Issuer may, at any time and from time to time, purchase Notes in the payment market (which shall include purchases from or prepayment of the Notes of such series in accordance with the terms of this Agreement and such Notes through an investment dealer or a firm holding membership on a recognized stock exchange), by private purchase, by tender, by contract or otherwise, at any price. (b) pursuant If, upon an invitation for tenders, more Notes are tendered at the same lowest price than the Issuer is prepared to an offer accept, the Notes to purchase made be purchased by the Company or an Affiliate Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of exchange, if any, on which the Notes of are then listed which the series being offered for purchase with sufficient information Trustee considers appropriate, from the Notes tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose, the Trustee may make, and from time to enable it to make an informed decision time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such offer Notes become subject to purchase in part only. The Holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered, and in the case of Certificated Notes, the Issuer shall remain open execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for at least 15 Business Days. If the holders of more than 50% unpurchased part of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesso surrendered.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any a series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) a Default or Event of Default would result from such purchase, then such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of the Notes of the such series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days30 days. If the holders of more than 50% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary Madison Gas and Electric Company Note Purchase Agreement to give each such remaining holder at least 10 Business Days days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, Co-Issuers shall not and will shall not permit any Affiliate to, of the Co-Issuers to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of all of the Notes of such series Series in accordance with the terms of this Agreement Agreement, the Notes of such Series and the NPPA Series Supplement for such Series of Notes or (b) pursuant to an offer to purchase made by the Company Co-Issuers or an Affiliate of the Co-Issuers pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) if a Default or Event of Default would result from such purchase, then any such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 twenty (20) Business Days. If the holders of more than 5025% of the principal amount of the Series of Notes of subject any series being offered to be purchased such offer then outstanding accept such offer, the Company Co-Issuers shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 ten (10) Business Days from its receipt of such notice to accept such offer. The Company Co-Issuers will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. (a) The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes, (ii) upon a purchase of the Notes pursuant to Section 8.5(b), (iii) provided that no Event of Default has occurred and is continuing, upon an open market purchase of any Note from any holder thereof, or (biv) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. (b) On any date following the date hereof that (i) the common stock of Chateau (or its successor under Section 10.3) shall not be listed on the New York Stock Exchange when immediately prior to such date the common stock of Chateau (or its successor under Section 10.3) shall have been listed on the New York Stock Exchange or (ii) any merger shall occur permitted under Section 10.3 (each such event under clause (i) and (ii), a "Par Event"), any holder of the Notes may notify the Company in writing (a "Purchaser Sale Notice") of its intent to sell all or any portion of the Notes held by such holder. If, at any time following the delivery of a Purchaser Sale Notice, but not later than two years following the most recent Par Event, any holder of a Note determines that it is unable to sell such Note or such portion or that the amount that it would receive upon the sale of such Note or such portion would be less than an amount (the "Par Amount") equal to the sum of 100% of the outstanding principal amount of such Note or such portion plus accrued interest thereon to the date of such sale, then such holder may require the Company, in exchange for such Note or such portion, and the Company shall, within 45 days following notice thereof from such holder, pay to such holder, in immediately available funds, an amount equal to the Par Amount. (c) The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company Company, any Subsidiary or an Affiliate pro rata to the holders of all Notes of any such series at the time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) if a Default or Event of Default would result from such purchase, then any such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5035% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it it, any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the first Closing hereunder pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Default or Event of Default shall have occurred and be continuing, such written offer shall be made pro rata to the holders of all Notes of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5020% of the principal amount of the Notes of any series being offered to be purchased the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes. 6. Notwithstanding Each Series 2023A Additional Purchaser represents and warrants that the forgoingrepresentations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2023A Notes by such Series 2023A Additional Purchaser as if each reference to “2020A Notes” or “Notes,” “Series 2020A Closing” and “Purchaser” set forth therein was modified to refer to “Series 2023A Notes,” “Series 2023A Closing” and “Series 2023A Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplement. 7. The terms of Section 7.5 of the Note Purchase Agreement, neither as amended by the First Supplement and as set forth in the attached Schedule 7.5 for convenience, shall apply to the Series 2023A Notes. 8. The terms of Section 10 of the Note Purchase Agreement, as amended by the First Supplement and as set forth in the attached Schedule 10.1 for convenience, shall apply to the Series 2023A Notes. 9. The Company and each Series 2023A Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Series 2023A Additional Purchaser were an original signatory to the Note Purchase Agreement. 10. Each Series 2023A Additional Purchaser acknowledges and agrees that ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP shall, as such Series 2023A Additional Purchaser’s true and lawful attorney-in-fact, accept on its behalf delivery of the Series 2023A Notes to be purchased by such Series 2023A Additional Purchaser at the Series 2023A Closing set forth in Section 3 hereof. Any person dealing with the Company nor may conclusively presume and rely upon the fact that any Affiliate may offer to purchase any series instrument acknowledging such delivery executed by such attorney-in-fact is authorized, regular and binding, without further inquiry. 11. This Supplement shall be construed and enforced in accordance with, and the rights of the Notes if parties shall be governed by, the law of the State of New York, excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a Default jurisdiction other than such State. 12. This Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Supplement. Delivery of an electronic signature to, or Event of Default a signed copy of, this Supplement by facsimile, email or other electronic transmission shall exist or would result therefrom unless such Person shall offer be fully binding on the parties to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account extent as the different maturity dates and interest rates for each series delivery of the Notes.signed originals and shall be admissible into evidence for all purposes. The execution hereof shall constitute a contract between the Company and the Series 2023A Additional Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Crescent Capital BDC, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer Crescent Capital BDC, Inc. Second Supplement to Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Sun Life Assurance Company of Canada By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Private Fixed Income By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Director, Private Fixed Income Sun Life Insurance (Canada) Limited By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Private Fixed Income By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Director, Private Fixed Income Sun Life Assurance Company of Canada,acting through its Bermuda Branch By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Private Fixed Income By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Director, Private Fixed Income Crescent Capital BDC, Inc. Second Supplement to Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Sun Life Hong Kong Limited By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Chief Investment Officer

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment payment, prepayment or prepayment purchase of the Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to the Notes. In connection with an offer to prepay or purchase made by the Company Notes pursuant to Section 8.10, 8.11, 10.2, 10.3 or an Affiliate 10.4, if one or more holders of Notes rejects (or is deemed to have rejected) all or any portion of its pro rata share of such offer, the aggregate of such rejected (or deemed rejected) amounts shall be reoffered to the holders of all Notes that have accepted their pro rata share of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information in full (allocated to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series accepting holders in proportion, as nearly as practicable, to the respective unpaid principal amounts of Notes of such fact holders not theretofore prepaid or purchased) until the balance of such offer is accepted in full or, if earlier, holders have accepted as much of such offer as they desire to accept, and the expiration date for the acceptance by holders of Notes of such series of each such offer (and the related date on which the Company is required to prepay or purchase such Notes) shall be extended by the number of days necessary to give each such remaining holder accepting holders at least 10 five Business Days from its receipt of such reoffering notice to accept such subsequent offer. To the extent that a Restricted Payment is proposed to be made without giving rise to an Event of Default under Section 11(o), the required reoffers will be made as contemplated in this Section 8.8. The Company will promptly cancel all Notes acquired by it or any such Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither the Company nor any Affiliate may offer to purchase any series prepayment of the Notes if pursuant to Section 8.10, 8.11, 10.2, 10.3 or 10.4 or comparable provisions of the Bank Credit Facility or made without giving rise to an Event of Default under Section 11(n) or 11(o) or the comparable provision of the Bank Credit Facility shall not be deemed to be a Default or an Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series Default.” (g) Section 8.9 of the Notes.Original Note Agreement is hereby amended to read in its entirety as follows:

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement) and the Notes of such Notes Series or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all the Notes of such series Series upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series any Series in accordance with the terms of this Agreement (including any Supplement hereto) and such the Notes or (b) pursuant to an a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 10 Business Days. If the holders of more than 5025% of the outstanding principal amount of the Notes of any series the Series being offered to be purchased then outstanding for purchase accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by such holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the first Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes Notes, including pursuant to Section 8.2, or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series in any Series or tranche at the time outstanding upon the same terms and conditions; provided, that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes of all series outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased in such Series or tranche then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of in such series Series or tranche of such fact and the expiration date for the acceptance by holders of Notes of in such series Series or tranche of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the first Closing hereunder pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company Neither Obligor will, nor will not, and will not either Obligor permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (bii) pursuant to an offer to purchase made by the Company either Obligor or an Affiliate pro rata to the holders of all the relevant series of Notes of such series at the time outstanding and upon the same terms and conditionsconditions provided that if a Default or an Event of Default exists at such time, such offer shall be made pro rata to all holders of Notes then outstanding. Any such offer shall provide each relevant holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the applicable series of Notes of any series being offered to be purchased then outstanding accept such offer, the Company such obligor shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it either Obligor or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all the outstanding Notes of all series on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. (a) The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. . (b) Notwithstanding anything contained in this Section 8.6 to the forgoingcontrary, neither the Company nor if and so long as any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms have occurred and conditions but taking into account the different maturity dates and interest rates for each series be continuing, any partial payment of the NotesNotes pursuant to the provisions of Section 8.6(a) shall be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Series F Notes upon the same terms and conditions with respect to the Series F Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Series F Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information which, in the opinion of the Company, when taken together with information with respect to the Company and its Subsidiaries that may be available on the website of the Securities and Exchange Commission (presently w▇▇.▇▇▇.▇▇▇), would enable it such holder to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series Series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Company Neither the Parent nor the Issuer will not, and nor will not they permit any Affiliate to, of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such any series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes of such any series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 50% of the principal amount of the ‑15‑ Notes of any the applicable series being offered to be purchased then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of the Notes of such series of Notes of such fact and the expiration date for the acceptance by holders of Notes of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it it, the Parent or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate a Controlled Entity pro rata to the holders of the applicable Series or tranche of Notes at the time outstanding upon the same terms and conditions; provided, that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes of such series at the time all Series and tranches outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the applicable Series or tranche of Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series or tranche of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series or tranche of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Blackrock Capital Investment Corporation Note Purchase Agreement

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (ai) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (bii) pursuant to upon the purchase of Notes by an Affiliate provided that such Affiliate (a) has made an offer to purchase made by the Company or an Affiliate Notes on a pro rata basis from each holder based on the respective principal amounts of the Notes outstanding which offer shall (I) be made on the same terms and conditions to each holder and (II) remain open for a period of at least twenty (20) Business Days following its commencement, (b) has acceded to the Intercreditor Agreement in a form acceptable to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes and (c) has acknowledged its disenfranchisement of the series being offered for purchase all voting rights associated with sufficient information to enable it to make an informed decision with such Notes, other than voting rights in respect to such offer and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series being offered amendment to be purchased then outstanding accept the Financing Documents that would disproportionately affect such offerAffiliate’s rights as a holder. In the case of any payment or prepayment of Notes as referred to in the foregoing sub-clause (i), the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding The term Make-Whole Amount and Modified Make-Whole Amount means, with respect to any Note, an amount equal to the forgoingexcess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that neither the Company Make-Whole Amount nor the Modified Make-Whole Amount may in any Affiliate may offer to purchase any series event be less than zero. For the purposes of determining the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon Make-Whole Amount and the same Modified Make-Whole Amount, the following terms and conditions but taking into account have the different maturity dates and interest rates for each series of the Notes.following meanings:

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Default or Event of Default shall have occurred and be continuing, such written offer shall be made pro rata to the holders of all Notes of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5020% of the principal amount of the Notes of any series being offered to be purchased the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes. 6. Notwithstanding Each Series 2021A Additional Purchaser represents and warrants that the forgoingrepresentations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2021A Notes by such Series 2021A Additional Purchaser as if each reference to “2020A Notes” or “Notes,” “Series 2020A Closing” and “Purchaser” set forth therein was modified to refer to “Series 2021A Notes,” “Series 2021A Closing” and “Series 2021A Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplement. 7. The terms of Section 7.5 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that Schedule 7.5 shall be amended and restated in its entirety in the form of Schedule 7.5 to this Supplement. 8. The terms of Section 10 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that Schedule 10.1 shall be amended and restated in its entirety in the form of Schedule 10.1 to this Supplement. 9. The Company and each Series 2021A Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Series 2021A Additional Purchaser were an original signatory to the Note Purchase Agreement. 10. Each Series 2021A Additional Purchaser acknowledges and agrees that ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP shall, neither as such Series 2021A Additional Purchaser’s true and lawful attorney-in-fact, accept on its behalf delivery of the Series 2021A Notes to be purchased by such Series 2021A Additional Purchaser at the applicable Series 2021A Closing set forth in Section 3 hereof. Any person dealing with the Company nor may conclusively presume and rely upon the fact that any Affiliate may offer to purchase any series instrument acknowledging such delivery executed by such attorney-in-fact is authorized, regular and binding, without further inquiry. 11. This Supplement shall be construed and enforced in accordance with, and the rights of the Notes if parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a Default jurisdiction other than such State. 12. This Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Supplement. Delivery of an electronic signature to, or Event of Default a signed copy of, this Supplement by facsimile, email or other electronic transmission shall exist or would result therefrom unless such Person shall offer be fully binding on the parties to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account extent as the different maturity dates and interest rates for each series delivery of the signed originals and shall be admissible into evidence for all purposes. The execution hereof shall constitute a contract between the Company and the Series 2021A Additional Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. CRESCENT CAPITAL BDC, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN REPUBLIC INSURANCE COMPANY BETTERLIFE BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC LIFE INSURANCE CATHOLIC UNITED FINANCIAL FARM BUREAU GENERAL INSURANCE COMPANY OF MICHIGAN FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN FIDELITY LIFE ASSOCIATION, A LEGAL RESERVE LIFE INSURANCE COMPANY GBU FINANCIAL LIFE GLEANER LIFE INSURANCE SOCIETY LIFECARE ASSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY SECURIAN LIFE INSURANCE COMPANY THE CINCINNATI INSURANCE COMPANY By: Securian Asset Management, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. EQUITRUST LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its Bermuda Branch By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Private Fixed Income By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Director Private Fixed Income SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its U.S. Branch By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senor Director This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN HEALTH AND LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. THE BALTIMORE LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. ELECTRIC INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. ILLINOIS MUTUAL LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. KENTUCKY EMPLOYERS’ MUTUAL INSURANCE AUTHORITY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. MT. ▇▇▇▇▇▇ INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. NATIONAL BENEFIT LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. NODAK INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PEKIN LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PENN NATIONAL SECURITY INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PINNACOL ASSURANCE By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. PRIMERICA LIFE INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. STARR INDEMNITY & LIABILITY COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. STARR INSURANCE & REINSURANCE LIMITED By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. TRITON INSURANCE COMPANY By: Conning, Inc., as Investment Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Intermediate Analyst This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. GREAT AMERICAN LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President GREAT AMERICAN INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SELECTIVE WAY INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: SVP, Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ANTHEM LIFE INSURANCE COMPANY ANTHEM BLUE CROSS LIFE AND HEALTH INSURANCE COMPANY LOUISIANA HEALTH SERVICE & INDEMNITY COMPANY TEXAS MUTUAL INSURANCE COMPANY EMPIRE HEALTHCHOICE ASSURANCE INC. SECURITY HEALTH PLAN OF WISCONSIN, INC. BLUE CROSS OF CALIFORNIA THE TOA REINSURANCE COMPANY OF AMERICA By: Western Asset Management Company, as investment manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Manager, U.S. Legal Affairs This Agreement is hereby accepted and agreed to as of the date hereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Securities Vice President Accepted as of as of the date of the Supplement solely with respect to the amendments reflected in sections 5 and 7 hereof SUN LIFE ASSURANCE COMPANY OF CANADA, as a holder of Series 2020A Notes By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, Private Fixed Income By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Director, Private Fixed Income SUN LIFE FINANCIAL TRUST INC., as a holder of Series 2020A Notes By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Private Securitization Finance By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director SCHEDULE A INFORMATION RELATING TO SERIES 2021A ADDITIONAL PURCHASERS SCHEDULE A SUPPLEMENTAL REPRESENTATIONS The Company represents and warrants to each Additional Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and warranties that apply solely to a specific earlier date which shall be true as of such earlier date and other than the Section references hereinafter set forth) is true and correct in all material respects as of the date hereof with respect to the Series 2021A Notes with the same force and effect as if each reference to “the Notes.” set forth herein or therein was modified to refer to the “Series 2021A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase at not less than par plus accrued interest made by the Company or an Affiliate pro rata to the holders of all All Notes of such series All Series at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days30 days. A failure by a holder to respond to an offer under clause (b) above or to accept any such offer as to all of such offer made to such holder, within the offer period, shall be deemed to constitute acceptance of such offer by such holder. If the holders of more than 5025% of the principal amount of the All Notes of any series being offered to be purchased All Series then outstanding accept or are deemed to have accepted such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact actual percentage that have accepted and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series . (b) The definition of “Remaining Scheduled Payments” in Section 8.6 of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer 1999 and 2002 Note Agreements is amended to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.read in its entirety as follows:

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquireacquire after the date of the Closing hereunder, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the such Notes of such series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any such offer shall provide each applicable holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT respect to such offer offer, and shall remain open for at least 15 ten (10) Business Days. If the holders of more than 5025% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all such Notes acquired by it or any Affiliate after the date of the Closing hereunder pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding For the forgoingavoidance of doubt, neither no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to Section 8.5(b) unless offered by the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the NotesCompany.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any a series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes of such Notes series or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Event of Default described in Sections 11(a), 11(b), 11(g), 11(h) or 11(i) shall have occurred and be continuing, such offer shall be made pro rata to the holders of all Notes of all series outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 fifteen (15) Business Days. If the holders of more than 5010% of the principal amount of the Notes of any such series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes of such series at least 10 five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of such series acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes of such series pursuant to any provision of this Agreement and no Notes of such series may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series Notes of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesseries.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an a written offer to purchase made by the Company or an Affiliate of the Company pro rata to the holders of all Notes of such all series at the time outstanding upon the same terms and conditionsconditions (taking into account the different interest rates and amortization or required prepayment schedules of each series). Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 5010% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate of its Affiliates pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the The Brink's Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.Note Purchase Agreement

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Default or Event of Default shall have occurred and be continuing, such written offer shall be made pro rata to the holders of all Notes of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5020% of the principal amount of the Notes of any series being offered to be purchased the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes. Notwithstanding . (a) Solely for the forgoing, neither the Company nor any Affiliate may offer to purchase any series purposes of the Notes if a Default or Event of Default Series 2024A Notes, Schedule A to the Note Purchase Agreement shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon be amended by adding the same following terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.in alphabetical order:

Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series Series except (a) upon the payment or prepayment of the Notes of such series Series in accordance with the terms of this Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). Any such offer shall provide each holder of the Notes of the series Series being offered for purchase with sufficient information which, in the opinion of the Company, when taken together with information with respect to the Company and its Subsidiaries that may be available on the website of the Securities and Exchange Commission (presently ▇▇▇.▇▇▇.▇▇▇), would enable it such holder to make an informed decision with respect to such offer offer, and shall remain open for at least 15 Business Days. If the holders of more than 50% of the principal amount of the Notes of any series Series being offered to be purchased then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series Series of such fact and the expiration date for the acceptance by holders of Notes of such series Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoingforegoing, neither the Company nor any Affiliate may offer to purchase any series Series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notesconditions.

Purchase of Notes. The Neither the Company nor the Parent Guarantor will not, and nor will not they permit any Affiliate to, which it directly or indirectly controls to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or the Parent Guarantor or an Affiliate which either directly or indirectly controls pro rata to the holders of all Notes of such series at the time outstanding upon the same terms and conditions. Any conditions (except to the extent necessary to reflect differences in the interest rates and maturities of the Notes of different series), which offer shall remain outstanding for a reasonable period of time (not to be less than 15 days); provided, that any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least 15 Business Daysoffer. If the holders of more than 50% of the principal amount of the Notes of any series being offered to be purchased then outstanding accept any such offeroffer made pursuant to the foregoing subpart (b), the Company or the Parent Guarantor shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 5 Business Days from its receipt of such notice to accept such offer. A failure by a holder of Notes to respond to an offer to purchase made pursuant to subpart (b) of this Section 8.6 shall be deemed to constitute a rejection of such offer by such holder. The Company will promptly cancel all Notes acquired by it or the Parent Guarantor or any Affiliate which either directly or indirectly controls pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Fixed Rate Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Fixed Rate Notes, or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of the Floating Rate Notes upon the same terms and conditions with respect to the Floating Rate Notes with respect to which there is an offer to purchase. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 20 Business Days. If the holders of more than 50% of the principal amount of the Fixed Rate Notes or of any series being offered to be purchased the Floating Rate Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company will not, not and will not permit any Affiliate to, to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Series M Notes of such series at the time outstanding upon the same terms and conditionsconditions with respect to the Series M Notes, or (c) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all of the Series L Notes upon the same terms and conditions with respect to the Series L Notes with respect to which there is an offer to purchase. Notwithstanding the foregoing sentence, if a Default or Event of Default exists, such an offer to purchase made by the Company or an Affiliate shall be made pro rata to the holders of all Notes at the time outstanding. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 30 Business Days. If the holders of more than 50% of the principal amount of the Series M Notes or of any series being offered to be purchased the Series L Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.

Purchase of Notes. The Company No Issuer will, nor will not, and will not any Issuer permit any Subsidiary or Affiliate it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the outstanding Notes of any series except (a) upon the payment or prepayment of such Series of the Notes of such series in accordance with the terms of this Agreement and such the Notes or (b) pursuant to an offer to purchase any outstanding Notes of such Series made by the Company Issuer or an Affiliate pro rata to the holders of all Notes of such series Series at the time outstanding upon the same terms and conditions; provided that the Issuers may only make an offer to purchase an individual Series of Notes (rather than all Notes) so long as no Default or Event of Default shall have occurred and be continuing. Any such offer shall provide each holder of the Notes of the series being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer offer, and shall remain open for at least 15 10 Business Days. If the holders of more than 5015% of the principal amount of the Notes of any series being offered to be purchased such Series then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of the such Series of Notes of such series of such fact and the expiration date for the acceptance by holders of such Series of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it any of them or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the forgoing, neither the Company nor any Affiliate may offer to purchase any series of the Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions but taking into account the different maturity dates and interest rates for each series of the Notes.